CVM Instruction No. 356 of December 17, 2001 (Revoked)

FULL TEXT OF CVM INSTRUCTION NO. 356, OF DECEMBER 17, 2001, WITH CHANGES INTRODUCED BY CVM INSTRUCTIONS NO. 393/03, 435/06, 442/06, 446/06, 458/07, 484/10, 489/11, 498/11, 510/11, 531/13, 545/14, 554/14, 558/15, 609/19 AND 615/19

CVM INSTRUCTION NO. 356, OF DECEMBER 17, 2001.
Regulates the constitution and operation of investment funds in credit rights and of investment funds in shares of investment funds in credit rights.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM, makes public that the Collegiate Body, in a session held on this date, having regard to the provisions of Art. 19 of Law No. 6,385, of December 7, 1976, and of National Monetary Council Resolution ("CMN") No. 2,907, of November 29, 2001, RESOLVED to issue the following Instruction:

ON SCOPE AND PURPOSE
Art. 1 This Instruction provides for general norms governing the constitution, administration, operation, and information disclosure of Credit Rights Investment Funds – FIDC and Funds of Investment in Shares of Credit Rights Investment Funds - FICFIDC.

ON DEFINITIONS
Art. 2 For the purposes of this Instruction, the following are considered:
I – credit rights: rights and titles representing these rights, originating from operations carried out in the financial, commercial, industrial, real estate, mortgage, leasing, and service provision segments, as well as in other financial assets and investment modalities admitted under this Instruction; I – credit rights: rights and titles representing credit, originating from operations carried out in the financial, commercial, industrial, real estate, mortgage, leasing, and service provision segments, the contracts referred to in § 8 of Art. 40 of this Instruction, as well as rights and titles representing credits of a different nature thus recognized by the CVM;

Item I with wording given by CVM Instruction No. 393, of July 22, 2003.
I – credit rights: rights and titles representing credit, originating from operations carried out in the financial, commercial, industrial, real estate, leasing, and service provision segments, and warrants, contracts, and titles referred to in § 8 of Art. 40 of this Instruction;
Item I with wording given by CVM Instruction No. 442, of December 8, 2006.
II – assignment of credit rights: the transfer by the assignor, whether original creditor or not, of its credit rights to the FIDC, keeping the remaining elements of the obligatory relationship unchanged; III – Credit Rights Investment Funds - FIDC: a communion of resources that allocates a predominant portion of its net equity to investment in credit rights; IV – Fund of Investment in Shares of Credit Rights Investment Funds - FICFIDC: a communion of resources that allocates at least 95% (ninety-five percent) of its net equity to investment in shares of FIDC; V – open fund: a condominium in which the co-owners may request redemption of shares, in accordance with the provisions of the fund's regulations; VI – closed fund: a condominium whose shares are only redeemed at the end of the fund's duration period or due to its liquidation, with amortization of shares also admitted by provision of the regulations or by decision of the general meeting of shareholders; VI – closed fund: a condominium whose shares are only redeemed at the end of the duration period of the fund or of each series or class of shares, as stipulated in the regulations, or due to its liquidation, with amortization of shares also admitted by provision of the regulations or by decision of the general meeting of shareholders;
Item VI with wording given by CVM Instruction No. 393, of July 22, 2003.
VII – predominant portion: that which exceeds 50% (fifty percent) of the fund's net equity; VIII – qualified investor: that defined as such by the regulation issued by the CVM regarding investment funds in securities and financial assets; VIII – qualified investor and professional investor: those defined as such in specific regulation;
Item VIII with wording given by CVM Instruction No. 554, of December 17, 2014.
IX – assignor: that which carries out the assignment of credit rights to the FIDC; X – custodian: the legal entity accredited by the CVM to exercise the activity of provider of fungible custody service; XI – senior share: that which does not subordinate to the others for purposes of amortization and redemption; XI – senior class share: that which does not subordinate to the others for purposes of amortization and redemption;
Item XI with wording given by CVM Instruction No. 393, of July 22, 2003.
XII – subordinated share: that which subordinates to the senior share or to other subordinated shares, for purposes of amortization and redemption; XII – subordinated class share: that which subordinates to the others for purposes of amortization and redemption;
Item XII with wording given by CVM Instruction No. 393, of July 22, 2003.
XIII – amortization: is the payment to the shareholders of the closed fund of a portion of the value of their shares, without reducing their number.
XIII – series: subsets of shares of the senior class of closed funds, differentiated exclusively by terms and values for amortization, redemption, and remuneration, if any;
Item XIII with wording given by CVM Instruction No. 393, of July 22, 2003.
XIV – amortization: is the payment to the shareholders of the closed fund of a portion of the value of their shares, without reducing their number.
Item XIV added by CVM Instruction No. 393, of July 22, 2003.
XIV – amortization: is the payment to the shareholders of the closed fund of a portion of the value of their shares, without reducing their number; and
Item XIV with wording given by CVM Instruction No. 531, of February 6, 2013.
XV – co-obligation: is the contractual obligation or any other form of substantial retention of the credit risks of the asset acquired by the fund assumed by the assignor or third party, in which the risks of exposure to the variation of the asset's cash flow remain with the assignor or third party.
Item XV Included by CVM Instruction No. 531, of February 6, 2013.
ON CONSTITUTION AND GENERAL CHARACTERISTICS
On General Characteristics
Art. 3 The funds regulated by this Instruction shall have the following characteristics:
I – shall be constituted in the form of open or closed condominium; II – may only receive applications, as well as have shares traded in the secondary market, when the subscriber or acquirer of the shares is a qualified investor; III – shall be classified or have their assets classified by a risk rating agency operating in the Country; and III – each class or series of shares of its issuance intended for public offering must be classified by a risk rating agency operating in the Country;
Item III with wording given by CVM Instruction No. 393, of July 22, 2003.
II – may only receive applications, as well as have shares traded in the secondary market, when the subscriber or acquirer of the shares is a qualified investor; and III – each class or series of shares of its issuance intended for public offering must be classified by a risk rating agency operating in the Country.
Items II and III with wording given by CVM Instruction No. 554, of December 17, 2014.
IV – shall have a minimum value for applications of R$ 25,000.00 (twenty-five thousand reais).
IV – REVOKED
Item IV revoked by CVM Instruction No. 554, of December 17, 2014.
Art. 4 The fund's name cannot contain terms incompatible with its objective, and must contain the expression "Credit Rights Investment Fund" or "Fund of Investment in Shares of Credit Rights Investment Fund", as applicable, also identifying the direction of a predominant portion of its resources to specific segment or segments, if any. Art. 5 The fund is governed by the norms in force and by the provisions contained in its regulations prepared in accordance with this Instruction, and must disclose its main characteristics to the public through a prospectus prepared in accordance with this Instruction. Art. 6 The fees, expenses, and terms adopted by the fund must be identical for all co-owners. Art. 6 The amortization or redemption terms must be established, in the fund's regulations, with respect to each class and series of shares.
Caput with wording given by CVM Instruction No. 393, of July 22, 2003.
Sole paragraph. In the event that the fund's regulations provide for the existence of more than one class of shares, as per Art. 12, the provisions of the caput of this article must be observed with respect to each class of shares.
Sole paragraph revoked by CVM Instruction No. 393, of July 22, 2003.
On the Constitution and Operation of Funds
Art. 7 The constitution of the fund must be deliberated by its administrator, who, in the same act, must also approve the full text of its regulations.
Art. 8 The operation of funds regulated by this Instruction depends on the prior protocol at the CVM of the following documents:
I – document containing the constitution deliberation and the full text of its regulations, in two copies, duly initialed and signed; II – two copies of the prospectus; III – disclosure material to be used in the distribution of the fund's shares; IV – name of the independent auditor, custodian, and risk rating agency, hired by the fund's administrator; V – the designation of a director or managing partner of the administering institution, in accordance with CMN Resolution No. 2,451, of November 27, 1997, with the modifications introduced by CMN Resolution No. 2,486, of April 30, 1998, to respond, civilly and criminally, for the management, supervision, and monitoring of the fund, as well as for the provision of information related thereto; VI – declaration signed by the director or managing partner, designated under the previous item, stating that:
a) is aware of its obligations towards the fund; b) is responsible for the movement of credit rights; c) is responsible, under the legislation in force, including towards third parties, for the occurrence of fraud, negligence, imprudence, or incompetence in the administration of the fund, subjecting itself, furthermore, to the application of penalties of suspension or disqualification for positions of direction in financial institutions and other institutions authorized to operate by the Central Bank of Brazil. VII – declaration signed by the fund's administrator stating that it commits to follow the norms of this Instruction and that the regulations of the said fund are in conformity with the current legislation, as per Annex I of this Instruction; VIII – registration form duly filled out as per Annex II of this Instruction, for the fund's administrator and, if applicable, for the fund's portfolio manager. §1 In the case of a closed fund, for each distribution of shares, the following documents must also be previously protocolled at the CVM:
I – declaration, from the fund's administrator, that the distribution contract with an institution integrated into the distribution system was signed, if applicable; II – information regarding the maximum and minimum number of shares to be distributed, the value of the issuance, and other relevant information about the distribution; III – draft of the announcement of the start of distribution to be published, prior to the distribution of shares, in the periodical used for the fund's information disclosure; IV – draft of the announcement of the end of distribution, which must be published, after the end of the share distribution, in the same periodical mentioned in the previous item; and V – any additional information that becomes available to potential investors. §2 A new distribution of shares may not begin before the previous distribution is fully paid up. §3 Prior to the start of share distribution, the constitution document and the fund's regulations must be registered in a deeds and documents registry. §4 The designated director or managing partner, without prejudice to compliance with the determinations established in current regulation, must prepare quarterly statements demonstrating that the operations carried out by the fund are in consonance with the investment policy provided in its regulations and with the composition and diversification limits applicable to it, as well as that the trading modalities were carried out at market rates. §5 The statements referred to in the previous paragraph must be sent to the CVM and remain available to the fund's co-owners, as well as be examined during the independent audit. §6 For the purposes of the provisions of § 4 of this article, the calendar of the civil year must be considered.

Art. 8 The operation of funds regulated by this Instruction depends on prior registration at the CVM.

Caput with wording given by CVM Instruction No. 393, of July 22, 2003.
§1 Registration will be automatically granted upon protocol at the CVM of the following documents and information:
§1 Registration will be automatically granted, within a period of up to 5 (five) business days after the date of protocol at the CVM of the following documents and information:
§1 with wording given by CVM Instruction No. 442, of December 8, 2006.
I – act of constitution and the full text of its regulations, in 3 (three) copies, duly initialed and signed, accompanied by a certificate proving its registration in a deeds and documents registry; I – act of constitution and the full text of its regulations, in 3 (three) copies, duly initialed and signed;
Item I with wording given by CVM Instruction No. 615, of October 2, 2019.
II – two copies of the prospectus;
II – 3 (three) copies of the prospectus, when it is an open fund;
Item II with wording given by CVM Instruction No. 442, of December 8, 2006.
III – disclosure material to be used in the distribution of the fund's shares; IV – name of the independent auditor, custodian, and risk rating agency, hired by the fund's administrator; V – the designation of a director or managing partner of the administering institution, in accordance with current regulation, to respond, civilly and criminally, for the management, supervision, and monitoring of the fund, as well as for the provision of information related thereto; VI – declaration signed by the director or managing partner, designated under the previous item, stating that:
a) is aware of its obligations towards the fund; b) is responsible for the movement of credit rights; c) is responsible, under the legislation in force, including towards third parties, for negligence, imprudence, or incompetence in the administration of the fund, subjecting itself, furthermore, to the application of penalties provided for in Art. 11 of Law No. 6,385, of December 7, 1976. VII – declaration signed by the fund's administrator stating that it commits to follow the norms of this Instruction and that the regulations of the said fund are in conformity with the current legislation, as per Annex I of this Instruction; VIII – registration form duly filled out as per Annex II of this Instruction, for the fund's administrator and, if applicable, for its portfolio manager.
§ 1 and items I to VIII, with wording given by CVM Instruction No. 393, of July 22, 2003.
IX – registration of the fund in the National Registry of Legal Entities – CNPJ.
Item IX included by CVM Instruction No. 442, of December 8, 2006.
§2 In the case of closed funds, the documents provided for in Art. 20, §1, of this Instruction must also be presented.
§ 2 with wording given by CVM Instruction No. 393, of July 22, 2003.
§3 The designated director or managing partner, without prejudice to compliance with the determinations established in current regulation, must prepare quarterly statements demonstrating that the operations carried out by the fund are in consonance with the investment policy provided in its regulations and with the composition and diversification limits applicable to it, as well as that the negotiations were carried out at market rates.
§3 with wording given by CVM Instruction No. 393, of July 22, 2003.
§3 The designated director or managing partner, without prejudice to compliance with the determinations established in current regulation, must prepare quarterly statements demonstrating:
§3 The director or managing partner must prepare a quarterly statement that evidences, with respect to the quarter to which it refers:
I – that the operations carried out by the fund are in consonance with the investment policy provided in its regulations and with the composition and diversification limits applicable to it; II – that the negotiations were carried out at market rate; III – the collateral verification procedures by sampling adopted by the custodian in the previous quarter, including the methodology for selecting the sample verified in the period, if applicable; and IV – the results of the collateral verification by sampling or not, carried out by the custodian in the previous quarter, specifying, among the analyzed universe, the quantity and relevance of any non-existent credits found.
§3 with wording by CVM Instruction No. 442, of December 8, 2006.
§4 The statements referred to in the previous paragraph must be sent to the CVM and remain available to the fund's co-owners, as well as be examined during the independent audit.
§4 with wording given by CVM Instruction No. 393, of July 22, 2003.
III – the collateral verification procedures by sampling adopted by the custodian, including the methodology for selecting the sample verified in the period, if applicable; IV – the results of the collateral verification by sampling or not, carried out by the custodian, specifying, among the analyzed universe, the quantity and relevance of any non-existent credits found; V – the information requested in Art. 24, item X, letters “a”, and “c”, if such information:
a) was not known by the administrator at the time of the fund's registration; or b) has undergone alterations or amendments; VI – possible effects of the alterations pointed out in item V on the portfolio's profitability; VII – with respect to originators that individually represent 10% (ten percent) or more of the fund's portfolio in the quarter:
a) any alterations in the credit granting criteria adopted by such originators, if the criteria adopted have already been described in the regulations or in other quarterly statements; and b) credit granting criteria adopted by the originators, if such criteria have not been described in the regulations or in other quarterly statements; VIII – any alterations in the existing guarantees for the asset portfolio; IX – how the assignment of credit rights to the fund was carried out, including:
a) description of relevant contracts signed for this purpose, if any; and b) indication of the definitive nature, or not, of the assignment; X – impact on the fund's net asset value and on the portfolio's profitability of pre-payment events; XI – analysis of the impact of the pre-payment events described in item X; XII – conditions for alienation, under any title, including by sale or swap, of credit rights, including:
a) time of alienation (before or after maturity); and b) motivation for alienation; XIII – impact on the fund's net asset value and on the portfolio's profitability of a possible discontinuity in the operations of alienation of credit rights carried out:
a) by the assignor; b) by institutions that, directly or indirectly, provide services for the fund; or c) by persons linked to them; XIV – analysis of the impact of the discontinuity of alienations described in item XIII;

XV – any events provided for in the contracts signed to structure the operation that resulted in the early amortization of the credit rights assigned to the fund; and XVI – information on events that occurred affecting the regularity of the payment flows provided for.

§3 with wording given by CVM Instruction No. 484, of July 21, 2010.
§4 The statements referred to in § 3 of this article must be sent to the CVM, through the Document Submission System available on the Commission's website on the worldwide computer network, within a period of 45 (forty-five) days after the end of the period, and remain available to the fund's co-owners, as well as be examined during the independent audit.
§4 with wording given by CVM Instruction No. 435, of July 5, 2006.
§5 For the purposes of the provisions of § 3 of this article, the calendar of the civil year must be considered.
§5 with wording given by CVM Instruction No. 393, of July 22, 2003.
§6 The automatic registration referred to in §1 of this article does not apply to funds that do not observe the provisions of §8 of Art. 40 of this Instruction.
§6 with wording given by CVM Instruction No. 393, of July 22, 2003.
§6 The automatic registration referred to in §1 of this article does not apply to funds:
I – that do not observe the provisions of §8 of Art. 40 of this Instruction; II – in which the custodians exercise the faculty provided for in §3 of Art. 38; and III – that make applications in credit rights assigned or originated by companies controlled by the public power.
§6 with wording given by CVM Instruction No. 442, of December 8, 2006.
§7 In the cases referred to in §6 of this article, the registration request shall observe the periods established in Arts. 8 to 10 of CVM Instruction No. 400, of December 29, 2003.
§7 included by CVM Instruction No. 442, of December 8, 2006.
§8 In the funds referred to in item III of §6 of this article, in addition to the documents and information provided for in §1 of this article, a manifestation regarding the existence of a financial commitment that characterizes a credit operation, for the purposes of Complementary Law No. 101, of May 4, 2000, must be presented, and, in case of a positive response, competent authorization from the Ministry of Finance must be attached, as per Art. 32 of the said Complementary Law.
§8 included by CVM Instruction No. 442, of December 8, 2006.
§9 The provisions of items V, a VII, X and XI of §3 do not apply to funds:
I – whose credit rights are representative of commercial contracts for the purchase and sale of products, merchandise, and services for future delivery or provision; or

II – that invest in credit rights that have matured and are pending payment at the time of their assignment to the fund.

§9º included by CVM Instruction No. 484, of July 21, 2010.

Art. 9º
The CVM may determine the liquidation of the fund, in the following situations, without prejudice to others that it may identify:

I – in the case of an open fund, when it has not achieved, within a period of 90 (ninety) days from the date of filing with the CVM of the documents referred to in Art. 8º of this Instruction, the average net asset value referred to in item III of this article;

II – in the case of a closed fund, when the total number of quotas representing its initial net asset value has not been subscribed, within a period of 180 (one hundred and eighty) days from the date of filing with the CVM of the documents referred to in Art. 8º of this Instruction, as well as in its § 1º, where applicable;

II – in the case of a closed fund, when, within a period of 180 (one hundred and eighty) days, from the date of filing with the CVM of the documents referred to in Art. 8º, items I to VIII, of this Instruction and in its respective first paragraph, the total number of quotas representing its initial net asset value has not been subscribed, except in the case of cancellation of the unplaced balance, before the said period, provided there is express provision in the bylaws to this effect;

Item II with wording given by CVM Instruction No. 393, of July 22, 2003.

II – in the case of a closed fund, when, within a period of 180 (one hundred and eighty) days, from the date of publication of the announcement of the start of distribution, the total number of quotas representing its initial net asset value has not been subscribed, except in the case of cancellation of the unplaced balance, before the said period, provided there is express provision in the bylaws to this effect;

Item II with wording given by CVM Instruction No. 442, of December 08, 2006.

III – in the event that the fund maintains an average net asset value lower than R$ 500,000.00 (five hundred thousand reais), for a period of 3 (three) consecutive months.

Item III with wording given by CVM Instruction No. 393, of July 22, 2003.

§1º In the case provided for in item III of this article, the fund may alternatively be incorporated into another FIDC or FICFIDC.

§1º In the case provided for in item III of this article, the fund may alternatively be incorporated into another FIDC.

§1º with wording given by CVM Instruction No. 393, of July 22, 2003.

§2º The CVM, due to a reasoned request and at its exclusive discretion, may extend the periods provided for in items I, II, and III of this article, for another period, at most, equal to the initial period.

Art. 10. The administrator must send to the CVM, within a period of 10 (ten) days from the date of the first subscription of the fund's quotas, the following information:

I – registration number of the fund in the National Registry of Legal Entities - CNPJ; and

II – the date of the first subscription of the fund's quotas.

Sole Paragraph. In the case of a closed fund, the administrator must inform the CVM of the date of the closure of each quota distribution.

Art. 10. The administrator must inform the CVM, within a period of 10 (ten) days after the respective occurrence:

I – the date of the first subscription of the fund's quotas; and

II – the date of the closure of each quota distribution, in the case of closed funds.

Article with wording given by CVM Instruction No. 442, of December 08, 2006.

ON THE QUOTAS

Art. 11. The fund's quotas must be registered and kept in a deposit account in the name of their holders.

Art. 11. The fund's quotas must be book-entry, kept in a deposit account in the name of their holders. (NR)

Article with wording given by CVM Instruction No. 393, of July 22, 2003.

Sole Paragraph. The administering institution may carry out the book-entry of the quotas of the funds administered by it, even if it is not authorized by the CVM to provide third parties with securities book-entry services.

Sole Paragraph included by CVM Instruction No. 442, of December 08, 2006.

Art. 12. Senior quotas shall have a single class, with the issuance of other classes being admitted, provided they are subordinated to the senior quotas, for the purpose of amortization and redemption.

Art. 12. Senior quotas shall have a single class, with classes of quotas subordinated to the senior quotas being admitted, for the purpose of amortization and redemption.

“Caput” with wording given by CVM Instruction No. 393, of July 22, 2003.

§1º In the case of closed funds, senior quotas may be divided into series with different values and terms for amortization, redemption, and remuneration.

§1º added by CVM Instruction No. 393, of July 22, 2003.

§2º Each series of quotas shall have the same characteristics and confer on their holders equal rights and obligations, in accordance with the bylaws.

§2º added by CVM Instruction No. 393, of July 22, 2003.

§3º In the event of the fund's liquidation, the holders of senior quotas shall have the right to share the net asset value in proportion to the values provided for amortization or redemption of the respective series and limited to these same values, on the date of liquidation, with any type of preference, priority, or subordination between the holders of senior quotas being prohibited.

§3º added by CVM Instruction No. 393, of July 22, 2003.

§4º The allocation or linking, under any title, of a portion of the fund's net asset value to any class or series of quotas is prohibited.

§4º added by CVM Instruction No. 393, of July 22, 2003.

Art. 13. The fund's quotas may only be placed by an institution that is part of the securities distribution system.

Art. 14. The fund's quotas must have their value calculated at least upon the preparation of monthly and annual financial statements, using a methodology for determining the market value of the credit rights and other financial assets comprising the respective portfolio, according to consistent and verifiable criteria, supported by external and internal information that takes into account aspects related to the debtor, its guarantors, and the characteristics of the corresponding operation.

Art. 14. The fund's quotas must have their value calculated at least upon the preparation of monthly and annual financial statements, using a methodology for determining the value of the credit rights and other financial assets comprising the respective portfolio, established in the fund's bylaws (Art. 24, item XIII), according to consistent and verifiable criteria, supported by external and internal information that takes into account aspects related to the debtor, its guarantors, and the characteristics of the corresponding operation, adopting the market value, when available.

“Caput” with wording given by CVM Instruction No. 393, of July 22, 2003.

Sole Paragraph. The quotas must be registered at the respective value for amortization or redemption, respecting the characteristics of each class or series, if any.

Sole Paragraph added by CVM Instruction No. 393, of July 22, 2003.

Art. 15. The application, amortization, and redemption of fund quotas may be effected by check, payment order, debit and credit in a checking account, or credit order document.

§1º In the case of subordinated quotas, it is admitted, in accordance with the fund's bylaws, that the application, amortization, and redemption be effected in credit rights.

§2º For the purposes of the provision in § 1º of this article, during the validity of the Provisional Contribution on the Movement or Transmission of Values and of Credits and Rights of a Financial Nature – CPMF, the applications, amortizations, and redemptions in credit rights must observe the following procedures:

I – the subscription of quotas must be carried out through a check or bank order document (DOC), concomitantly with the sale, by the assignor, of credit rights in a value corresponding to the net amount subscribed, in the form and proportion established in the respective bylaws and other applicable provisions; and

II – the amortization and redemption of quotas will be effected by check or bank order document (DOC) simultaneously with the purchase, by the assignor, of credit rights, in a value corresponding to the net amount amortized or redeemed, in the form and proportion established in the respective bylaws and other applicable provisions.

Art. 15. The subscription, amortization, and redemption of fund quotas may be effected by check, payment order, debit and credit in a checking account, credit order document, or other mechanism for the transfer of resources authorized by the Central Bank of Brazil – BACEN.

“Caput” with wording given by CVM Instruction No. 393, of July 22, 2003.

§1º The redemption of senior quotas in credit rights is admitted, in accordance with the bylaws, exclusively in the cases of early liquidation of the fund.

§1º added by CVM Instruction No. 393, of July 22, 2003.

§2º In the case of subordinated quotas, it is admitted, in accordance with the fund's bylaws, that the subscription, amortization, and redemption be effected in credit rights.

Original § 1º renumbered to § 2º by CVM Instruction No. 393, of July 22, 2003.

§3º For the purposes of the provisions in §§ 1º and 2º of this article, during the validity of the Provisional Contribution on the Movement or Transmission of Values and of Credits and Rights of a Financial Nature – CPMF, the subscriptions, amortizations, and redemptions in credit rights must observe the following procedures:

I – the subscription of quotas must be carried out through any mechanism for the transfer of resources authorized by the BACEN, concomitantly with the sale, by the assignor, of credit rights in a value corresponding to the net amount subscribed, in the form and proportion established in the respective bylaws and other applicable provisions; and

II – the amortization and redemption of quotas will be effected through any mechanism for the transfer of resources authorized by the BACEN simultaneously with the purchase, by the quota holder, of credit rights, in a value corresponding to the net amount amortized or redeemed, in the form and proportion established in the respective bylaws and other applicable provisions.

§3º items I and II, with wording given by CVM Instruction No. 393, of July 22, 2003.

Art. 16. In the issuance of fund quotas, the quota value in force on the same day or on the first business day subsequent to the effective availability of the resources entrusted by the investor to the administering institution, at its headquarters or premises, must be used, as provided in the respective bylaws.

Art. 16. In the issuance of quotas of an open fund, the quota value in force on the same day or on the first business day subsequent to the effective availability of the resources entrusted by the investor to the administering institution, at its headquarters or premises, must be used, as provided in the respective bylaws.

“Caput” with wording given by CVM Instruction No. 393, of July 22, 2003.

Sole Paragraph. For the calculation of the number of quotas to which the investor is entitled, the taxes or expenses agreed upon in the fund's bylaws must be deducted from the value delivered to the administering institution.

Art. 17. The fund's quota may be traded on a stock exchange or in the over-the-counter market, with the intermediary being responsible for ensuring the qualified investor status of the acquirer of the quotas.

Sole Paragraph. For the purpose of trading fund quotas, the provisions of Art. 11, item II, and Art. 55 of this Instruction must be observed.

Art. 17. In the issuance of quotas of a closed fund placed with the public, the subscription price may include a premium or discount on the value provided for amortization, provided it is uniformly applied to all subscribers and determined through a price discovery procedure in an organized market.

“Caput” with wording given by CVM Instruction No. 393, of July 22, 2003.

Sole Paragraph. Closed fund quotas placed with investors must be registered for secondary trading on a stock exchange or in an organized over-the-counter market, with intermediaries being responsible for ensuring that the acquisition of quotas is only made by qualified investors. (NR)

Sole Paragraph with wording given by CVM Instruction No. 393, of July 22, 2003.

Art. 17 In the issuance of quotas of a closed fund placed with the public, the subscription price may include a premium or discount on the value provided for amortization, provided it is uniformly applied to all subscribers and determined through a price discovery procedure in an organized market.

§ 1º Closed FIDC quotas may only be traded in regulated markets:

I - when distributed publicly through an offer registered with the CVM;

II - when distributed with restricted efforts, observing the restrictions of the specific norm; or

III - when quotas of the same class and series are already admitted to trading in regulated markets.

§ 2º Quotas issued by closed FIDCs that do not fall under the cases of items I to III of § 1º may also be traded in regulated markets, provided they are previously submitted to trading registration, through the presentation of a prospectus, in accordance with applicable regulations.

§ 3º Intermediaries must ensure that the acquisition of quotas is only made by qualified investors.

Article with wording given by CVM Instruction No. 498, of June 13, 2011.

Art. 18. The amortization and redemption of quotas must be effected within the period provided for in the fund's bylaws.

Art. 18-A. The subordinated quotas of open funds may be redeemed before the redemption of the senior quotas, after a minimum period of 60 (sixty) days has elapsed from the redemption request, observing the provisions of the fund's bylaws.

§1º In the case provided for in the caput, the administering institution must, at the latest, on the third business day after receiving the redemption request, communicate to the holders of senior quotas in circulation the request for redemption, the value, and the date of its realization, in accordance with the bylaws.

§2º The holders of senior quotas in circulation, from the communication referred to in the previous paragraph, may request the redemption of their quotas, which must be fully concluded before the respective redemption of the subordinated quotas, always observing the terms, conditions, and procedures defined in the bylaws.

Art. 18-A. §§ 1º and 2º, added by CVM Instruction No. 393, of July 22, 2003.

Art. 18-B. The amortization of subordinated quotas of closed funds is permitted exclusively in the cases and in conformity with the criteria provided for in the bylaws, observing the provision of item XV of Art. 24.

Art. 18-B. Added by CVM Instruction No. 393, of July 22, 2003.

Art. 19. The fund's bylaws must provide for the effective redemption of quotas on holidays in the city where the administering institution is headquartered.

ON THE DISTRIBUTION OF QUOTAS OF CLOSED FUNDS

Art. 20. The announcement of the start of distribution of quotas of a closed fund must contain:

I – name of the fund;

II – name and address of the fund's administrator;

III – name and address of the institutions responsible for the distribution;

IV – investment policy and main characteristics of the fund;

V – risk classification, in accordance with Art. 3º, item III, of this Instruction;

VI – market where the fund's quotas are traded;

VII – conditions for subscription and subscription of quotas;

VIII – date of the start of distribution;

IX – clarification that more information and copies of the prospectus and bylaws can be obtained from the institutions responsible for the distribution of quotas or at the CVM;

X – the reference of the filing with the CVM of the documents referred to in Art. 8º and its § 1º, both of this Instruction; and

XI – the statements, in a prominent manner: "The CVM does not guarantee the truthfulness of the information provided, nor does it make a judgment on the quality of the fund, its administrator, or the quotas to be distributed".

§1º After the initial distribution of quotas of a closed fund, when new distributions are carried out, they must be fully subscribed within a period of 180 (one hundred and eighty) days from the filing with the CVM of the documents referred to in Art. 8º, § 1º, of this Instruction, and the distribution must be cancelled if the period is exceeded.

§2º The CVM, due to a reasoned request and at its exclusive discretion, may extend the period provided for in the previous paragraph for another period, at most, equal to the initial period.

Art. 20. The distribution of quotas of a closed fund depends on specific registration with the CVM. (NR)

“Caput” with wording given by CVM Instruction No. 393, of July 22, 2003.

Art. 20. The public offer for the distribution of quotas of a closed fund will be carried out observing the provisions of CVM Instruction No. 400/03.

Caput with wording given by CVM Instruction No. 442, of December 08, 2006.

§1º The registration will be automatically granted upon filing with the CVM of the following documents and information, which must be presented for each new distribution:

§1º The registration will be automatically granted within a period of 5 (five) business days after the date of filing with the CVM of the following documents and information, which must be presented for each new distribution:

§1º with wording given by CVM Instruction No. 442, of December 08, 2006.

I – declaration, from the fund's administrator, that it has signed a contract with an institution legally qualified to execute the service of quota distribution, where applicable;

II – information regarding the maximum and minimum number of quotas to be distributed, the value of the issuance, distribution costs, and other relevant information about the distribution;

III – promotional material to be used in the distribution of the fund's quotas, including prospectus, if any;

III – promotional material to be used in the distribution of the fund's quotas;

Item III with wording given by CVM Instruction No. 442, of December 08, 2006.

IV – any additional information that may be made available to potential investors.

§1º items I to IV, with wording given by CVM Instruction No. 393, of July 22, 2003.

IV – 3 (three) copies of the prospectus; and

Item IV with wording given by CVM Instruction No. 442, of December 08, 2006.

V – any additional information that may be made available to potential investors.

Item V included by CVM Instruction No. 442, of December 08, 2006.

§2º The announcement of the start of distribution of quotas of a closed fund must contain:

I – name of the fund;

II – name and address of the fund's administrator;

III – name and address of the institutions responsible for the distribution;

IV – investment policy and main characteristics of the fund;

V – risk classification, in accordance with Art. 3º, item III, of this Instruction;

VI – market where the fund's quotas are traded;

VII – conditions for subscription and subscription of quotas;

VIII – date of the start of distribution;

IX – clarification that more information and copies of the prospectus and bylaws can be obtained from the institutions responsible for the distribution of quotas or at the CVM;

X – the reference of the filing with the CVM of the documents referred to in § 1º of this article; and

XI – the statements, in a prominent manner: “The CVM does not guarantee the truthfulness of the information provided, nor does it make a judgment on the quality of the fund, its administrator, or the quotas to be distributed”.

§2º items I to XI, with wording given by CVM Instruction No. 393, of July 22, 2003.

§2º The closed fund may carry out simultaneous distribution of different classes and series of quotas, in quantities and conditions previously established in the announcement of the start of distribution of quotas and in the fund's prospectus.

§2º with wording given by CVM Instruction No. 442, of December 08, 2006.

§3º The closed fund may carry out simultaneous distribution of different classes and series of quotas, in quantities and conditions previously established in the announcement of the start of distribution of quotas and in the fund's prospectus.

§3º added by CVM Instruction No. 393, of July 22, 2003.

§4º After the initial distribution of quotas of a closed fund, new distributions to be carried out must be fully subscribed within a period of 180 (one hundred and eighty) days, from the filing with the CVM of the documents referred to in § 1º of this article.

§4º added by CVM Instruction No. 393, of July 22, 2003.

§5º The CVM, due to a reasoned request, at its exclusive discretion, may extend the period provided for in the previous paragraph for another period, at most equal to the initial period.

§5º added by CVM Instruction No. 393, of July 22, 2003.

§6º If the periods referred to in the previous paragraphs are exceeded, without the unplaced balance being cancelled, in the manner provided by the fund's bylaws, the distribution must be cancelled.”

§6º added by CVM Instruction No. 393, of July 22, 2003.
§§ 3º, 4º, 5º, and 6º suppressed by CVM Instruction No. 442, of December 08, 2006.

Art. 21. The announcement of the closure of the distribution of quotas of a closed fund must contain:

I – name of the fund;

II – name and address of the fund's administrator;

III – name and address of the institutions responsible for the distribution;

IV – quantity and total value of the distributed quotas;

V – the date of the end of the distribution;
VI – the wording, in a prominent manner: "This advertisement is of an exclusively informative nature, not constituting an offer to sell quotas".

Art. 21. The distribution of open-end fund quotas is independent of prior registration with the CVM and shall be carried out by intermediary institutions that are part of the securities distribution system.

Caput with wording given by CVM Instruction No. 442, of December 8, 2006.

§1º The distribution of open-end fund quotas shall observe the provisions of Art. 20 of this Instruction, whenever the fund's bylaws stipulate:

I – A waiting period for quota redemption greater than 30 (thirty) days; or

II – A period for payment of the redemption value of the quotas is greater than the period referred to in item I of this paragraph.

§1º included by CVM Instruction No. 442, of December 8, 2006.

§2º The provisions of §1º shall also apply in cases where the sum of the waiting periods or for payment of the redemption value is greater than 30 (thirty) days.

§2º included by CVM Instruction No. 442, of December 8, 2006.

Art. 22. The CVM may, at its discretion and based on the characteristics of the distribution, dispense with the publication of distribution advertisements.

Art. 22. The acquisition of credit rights ceded or originated by companies controlled by the public power, which is not provided for in the bylaws submitted to the CVM for the grant of the fund's registration, in the form of Art. 8 of this Instruction, shall depend on an amendment to the fund's bylaws.

Caput with wording given by CVM Instruction No. 442, of December 8, 2006.

§1º The effectiveness of the assembly resolution to amend the bylaws referred to in the caput shall depend on prior approval of the amendment by the CVM, observing the deadlines applicable to the fund registration process.

§1º included by CVM Instruction No. 442, of December 8, 2006.

§2º The request for approval of the amendment to the bylaws referred to in the caput shall demonstrate compliance with the following formalities:

I – in a closed-end fund, the administrator and the intermediary institution shall include, in the documents and information provided for in §1º of Art. 20, the manifestation and, if applicable, the authorization referred to in §8º of Art. 8; and

II – in an open-end fund, the administrator shall present to the CVM the manifestation and, if applicable, the authorization referred to in §8º of Art. 8 with 5 (five) business days' prior notice of the date of acquisition of the credit rights referred to in the caput.

§2º included by CVM Instruction No. 442, of December 8, 2006.

ON THE PROSPECTUS

Art. 23. The investor, upon becoming a partner of the fund, must receive a prospectus containing, at a minimum, the information referred to in Art. 24 of this Instruction.

§1º The administering institution is responsible for proving that the investor received the prospectus referred to in the caput.

§2º Making the prospectus referred to in the caput available to the partner does not relieve the administering institution of the obligation to arrange for the partner's adherence to the fund's bylaws.

§3º The prospectus must also contain information on the risk classification of the fund or of the credit rights and other assets comprising the respective portfolio.

Art. 23. The investor, upon becoming a partner of an open-end fund or subscribing to closed-end fund quotas, must receive information regarding the risk classification of the quotas, when there is a public offering, and the prospectus, if any.

“Caput” with wording given by CVM Instruction No. 393, of July 22, 2003.

Sole Paragraph. Making the prospectus referred to in the caput available to the partner does not relieve the administering institution of the obligation to arrange for the partner's adherence to the fund's bylaws.

Sole Paragraph with wording given by CVM Instruction No. 393, of July 22, 2003.

Art. 23. The prospectus shall be prepared in accordance with the provisions of CVM Instruction No. 400/03.

Caput with wording given by CVM Instruction No. 442, of December 8, 2006.

§1º The investor, upon becoming a partner of an open-end fund or subscribing to closed-end fund quotas, must attest in writing, through a specific term, that they received the prospectus and that they are aware of the risks involved and the fund's investment policy.

§1º included by CVM Instruction No. 442, of December 8, 2006.

§2º The fund administrator shall keep the term containing the declaration referred to in §1º, duly signed by the investor, or registered in an electronic system that guarantees compliance with the provisions of §1º, available to the CVM.

§2º included by CVM Instruction No. 442, of December 8, 2006.

ON THE BYLAWS

Of the Mandatory Provisions of the Bylaws

Art. 23-A. The classification of classes or series of quotas by a risk rating agency operating in the Country shall be dispensed with in public distribution offers of quotas in which:

I – the quotas, or series of quotas, issued by the fund are intended for a single quota holder, or group of quota holders linked by a single and inseparable interest;

II – the quota holder, or group of quota holders linked by a single and inseparable interest, signs an adherence term declaring full knowledge of the risks involved in the operation, including the possibility of total loss of invested capital, and the absence of risk classification of the subscribed quotas; and

III – it is established in the Fund's bylaws that, in the event of its subsequent modification, aiming to allow the transfer or negotiation of quotas in the secondary market, prior registration with this CVM shall be mandatory, in accordance with Art. 2, §2º of CVM Instruction No. 400/03, with the consequent presentation of the risk classification report now dispensed with.

Article 23-A included by CVM Instruction No. 442, of December 8, 2006.

Art. 24. The fund's bylaws must provide, at a minimum, the following:

I – form of constitution, whether open-end or closed-end condominium;

II – administration fee or criterion for its fixation;

III – performance fee, when applicable, and detailed criterion regarding its collection;

IV – other fees and expenses;

V – investment policy, discriminating even the eligibility criteria of the credit rights; V – investment policy, discriminating even:

a) the eligibility criteria; and

b) if applicable, the conditions for the assignment of credit rights;

Item V with wording given by CVM Instruction No. 531, of February 6, 2013.

VI – conditions for the issuance, negotiation, amortization, and redemption of quotas, providing even:

a) the eventual existence of more than one class of quotas, in which case the characteristics, rights, and obligations of each of the classes must be specified, ensuring that subordinate quotas can only be redeemed after the redemption of senior quotas;

a) the eventual existence of more than one class or series of quotas, in which case the characteristics, rights, and obligations of each of the classes and series must be specified, ensuring that subordinate quotas can only be redeemed after the redemption of senior quotas, except as provided in Art. 18-A;

Sub-item “a” with wording given by CVM Instruction No. 393, of July 22, 2003.

b) that in the amortization of closed-end fund quotas, it must be ensured that subordinate quotas can only be amortized after the amortization of senior quotas; and

b) that, in the amortization of closed-end fund quotas, it must be ensured that subordinate quotas can only be amortized after the amortization of senior quotas, except as provided in Art. 18-B; and

Sub-item “b” with wording given by CVM Instruction No. 393, of July 22, 2003.

c) the possibility of application, amortization, and redemption in credit rights, observing the provisions of Art. 15 of this Instruction.

c) the criteria for full payment, amortization, and redemption in credit rights, observing the provisions of Art. 15 of this Instruction.

Sub-item “c” with wording given by CVM Instruction No. 393, of July 22, 2003.

VII – waiting period and/or interval for updating the quota value for purposes of respective redemption, in the case of an open-end fund;

VIII – duration of the fund, which shall be determined or undetermined;

IX – criteria for the disclosure of information to partners;

X – information on:

a) the nature of the credit rights to be acquired and the legal instruments, contracts, or other documents representing the credit;

b) description of the processes of origin of the credit rights and the policies for granting the corresponding credits; and

c) description of the mechanisms and procedures for collecting credit rights, including delinquent ones, collection and payment/allocation of these expenses among the members of the condominium, if so determined by the fund's bylaws.

XI – when applicable, reference to the hiring of third parties, with the identification and qualification of the legal entity hired, to provide the following services:

a) management of the fund's portfolio;

b) specialized consulting; and

c) custody.

b) specialized consulting;

c) custody; and

d) collection agent;

Item XI with wording given by CVM Instruction No. 531, of February 6, 2013.

XII – possibility of appointing a partner representative, in accordance with Art. 31 of this Instruction;

XIII – methodology for evaluating the fund's assets.

XIV – the procedures to be adopted in the event of a downgrade of the classification provided for in item III of Art. 3 of this Instruction;

Item XIV added by CVM Instruction No. 393, of July 22, 2003.

XV – the minimum ratio between the fund's net assets and the value of senior quotas, the periodicity for calculating and disclosing this ratio to quota holders, and the procedures applicable in the event of non-compliance with this factor; and

Item XV added by CVM Instruction No. 393, of July 22, 2003.

XVI – the events of early liquidation of the fund, ensuring, in the case of an assembly decision not to liquidate the fund, the redemption of senior quotas, at their value, to dissenting quota holders who request it.

Item XVI added by CVM Instruction No. 393, of July 22, 2003.

XVII – authorization for the custodian to verify the backing by sampling, if applicable, with specification of the parameters related to debtor diversification, quantity, and average value of credits, to be observed for this purpose (Art. 38, §1º).

Item XVII included by CVM Instruction No. 442, of December 8, 2006.

§1º The definition of the investment policy must specify:

I – the general characteristics of the fund's operation, among which the requirements for composition and diversification of the portfolio, credit and market risks, and other risks involved;

II – if applicable, the segment where the fund will predominantly operate;

II – the segment in which the fund will operate;

Item II with wording given by CVM Instruction No. 393, of July 22, 2003.

II – the segments in which the fund will operate;

Item II with wording given by CVM Instruction No. 442, of December 8, 2006.

III – the possibility of carrying out applications that place the fund's assets at risk;

IV – the possibility of carrying out operations in which the administering institution acts in the capacity of counterparty to the fund;

IV – the possibility of carrying out operations in which the administering institution acts in the capacity of counterparty to the fund, provided that for the exclusive purpose of managing the fund's cash and liquidity;

Item IV with wording given by CVM Instruction No. 531, of February 6, 2013.

V – that applications in the fund do not have the guarantee of the administering institution or the Credit Guarantee Fund - FGC;

VI – the limits for carrying out fund applications in credit rights of the administering institution and/or its co-obligation, as well as of its controller, companies directly or indirectly controlled by it, and affiliates or other companies under common control.

VI – observing the provisions of § 9º of Art. 40-A, the limits for carrying out fund applications in assets issued or involving co-obligation:

a) of the administering institution and related parties, as defined by the accounting rules dealing with this subject; and

b) of the service providers listed in Art. 39 and related parties, as defined by the accounting rules dealing with this subject; and

Item VI with wording given by CVM Instruction No. 531, of February 6, 2013.

VII – the validation of credit rights, observing the provisions of § 12 of Art. 38, regarding:

a) the eligibility criteria, as provided in item I of Art. 38; and

b) the conditions for assignment, if applicable, with the indication of the responsible institution.

Item VII Included by CVM Instruction No. 531, of February 6, 2013.

§2º The CVM may determine changes in the fund's bylaws if there are clauses in disagreement with the provisions of this Instruction.

§ 3º The attributes of the credit rights that must be classified as eligibility criteria are those validated based on information:

I – that are under the control of the custodian;

II – that are under the control of the service providers contracted by the custodian as provided in § 6º of Art. 38; or

III – that can be obtained through reasonable efforts.

§ 4º Examples of information obtained through reasonable efforts referred to in item III of § 3º, without excluding others, are any information provided by credit protection services.

§§ 3º and 4º included by CVM Instruction No. 531, of February 6, 2013.

Of the Amendment of the Bylaws

Art. 25. The modifications approved by the General Assembly of quota holders shall enter into force from the date of protocol at the CVM of the following documents:

I – list of quota holders present at the general assembly;

II – copy of the minutes of the general assembly;

III – copy of the bylaws, consolidating the changes made, duly registered in a deeds and documents registry.

III – copy of the bylaws, consolidating the changes made; and

Item III with wording given by CVM Instruction No. 615, of October 2, 2019.

IV – modifications made to the prospectus.

ON THE GENERAL ASSEMBLY

Of Competence

Art. 26. It is the exclusive competence of the general assembly of partners:

I – annually, within a maximum period of four months after the end of the fiscal year, to approve the fund's accounts and deliberate on its financial statements;

II – to amend the fund's bylaws;

III – to deliberate on the replacement of the administering institution;

IV – to deliberate on the increase of the administration fee charged by the administering institution, including in the event of reinstatement of a fee that has been reduced;

V – to deliberate on the incorporation, merger, spin-off, or liquidation of the fund.

Sole Paragraph. The fund's bylaws, as a result of legal or regulatory norms or determination by the CVM, may be amended independently of holding a general assembly, in which case the fact must be disclosed to the partners within a maximum period of thirty days.

Art. 27. In addition to the annual meeting for accountability, the general assembly may meet upon convocation by the administering institution or by partners holding quotas representing, at a minimum, 5% (five percent) of the total.

Of Convocation

Art. 28. The convocation of the general assembly must be made through an advertisement published in the periodical used for the disclosure of the fund's information or by letter with acknowledgment of receipt addressed to each partner, which must include the date, time, and place of the assembly and the subjects to be discussed.

§1º The convocation of the general assembly must be made with at least 10 (ten) days' prior notice, counted from the date of publication of the first advertisement or the sending of the letter with acknowledgment of receipt to the partners.

§2º If the general assembly is not held, a new advertisement for second convocation must be published or the sending of the letter with acknowledgment of receipt to the partners must be arranged again, with a minimum prior notice of five days.

§3º For the purposes of the provisions of the previous paragraph, it is admitted that the second convocation of the general assembly be arranged together with the first convocation advertisement or letter.

§4º Unless there is a force majeure reason, the general assembly must be held in the location where the administering institution has its headquarters; when held in another location, the advertisements or letters addressed to the partners must clearly indicate the place of the meeting, which in no case can be held outside the locality of the headquarters.

§5º Regardless of the formalities provided for in this article, the general assembly shall be considered regular if all partners attend.

Of the Process and Deliberation

Art. 29. At the general assembly, to be installed with the presence of at least one partner, deliberations must be taken by the criterion of the majority of quotas of the partners present, with each quota corresponding to one vote, except as provided in § 1º of this article.

§1º Deliberations regarding the matters provided for in Art. 26, items III to V, of this Instruction shall be taken in first convocation by the majority of the issued quotas and, in second convocation, by the majority of the quotas of those present.

§2º Only quota holders of the fund, their legal representatives, or attorneys legally constituted for less than one year may vote at the general assembly.

§3º The administering institution and its employees do not have the right to vote at the general assembly, except when it is a fund intended exclusively for them.

§4º In the event of the existence of more than one class of quotas, as admitted under the terms of Art. 12, the fund's bylaws must provide for the exercise of the right to vote at the general assembly regarding each class of quotas.

Art. 30. The decisions of the general assembly must be disclosed to the partners within a maximum period of thirty days of their holding.

Sole Paragraph. The disclosure referred to in the caput must be arranged through an advertisement published in the periodical used for the disclosure of the fund's information or by letter with acknowledgment of receipt addressed to each partner.

Of the Election of Partner Representative

Art. 31. The general assembly may, at any time, appoint one or more representatives to perform the functions of supervision and managerial control of the fund's applications, in defense of the rights and interests of the partners.

Sole Paragraph. Only a natural or legal person who meets the following requirements may exercise the functions of partner representative:

I – be a partner;

I - be a partner or professional specially hired to safeguard the interests of the partners;

Item I with wording given by CVM Instruction No. 393, of July 22, 2003.

II – not hold a position or function in the administering institution, its controller, companies directly or indirectly controlled by it, and affiliates or other companies under common control;

III – not hold a position in the company ceding credit rights comprising the fund's portfolio.

ON ADMINISTRATION

Of General Provisions

Art. 32. The administration of the fund may be exercised by a multiple bank, a commercial bank, the Federal Savings Bank, an investment bank, a credit, financing, and investment company, a securities brokerage firm, or a securities distribution company.

Sole Paragraph. Any registration change regarding the fund's administrator must be communicated to the CVM within a period of 15 (fifteen) days, counted from its occurrence.

Sole Paragraph revoked by CVM Instruction No. 510, of December 5, 2011.

Of the Obligations of the Fund Administrator

Art. 33. The administering institution, observing the limitations of this regulation, has the power to perform all acts necessary for the administration of the fund and to exercise the rights inherent to the credit rights that comprise the fund's portfolio.

Art. 34. The following are included among the obligations of the administering institution:

I – to keep updated and in perfect order:

a) the documentation related to the fund's operations;

b) the register of partners;

c) the minutes book of general assemblies;

d) the attendance book of partners;

e) the prospectus referred to in Art. 23 of this Instruction;

e) the prospectus referred to in Art. 23 of this Instruction, when it is an open-end fund;

Sub-item with wording given by CVM Instruction No. 442, of December 8, 2006.

f) the quarterly statements referred to in Art. 8, § 4, of this Instruction;

g) the register of all accounting events related to the fund;

h) the reports of the independent auditor;

II – to receive any earnings or values from the fund directly or through a contracted institution, in accordance with Art. 39, item III, of this Instruction;

III – deliver to the condominium unit holder, free of charge, a copy of the fund’s regulations, as well as inform them of the name of the periodical used for the disclosure of information and the management fee charged;

IV – disclose, at the frequency set forth in the fund’s regulations, in the periodical referred to in the preceding item, in addition to keeping them available at its headquarters, branches, and at institutions that place shares of this fund, the fund’s net asset value, the share value, the accumulated returns for the month and the civil year to which they refer, and the reports of the risk rating agencies contracted by the fund;

V – bear the advertising expenses of the fund;

VI – annually provide condominium unit holders with a document containing information on the earnings obtained during the civil year and, based on data as of the last day of December, on the number of shares owned and their respective value;

VII – without prejudice to the observance of the procedures regarding financial statements provided for in this Instruction, keep separate analytical records with complete information on every type of transaction carried out between itself and the fund;

VIII – at least quarterly, arrange for the update of the risk classification of the fund or of the credit rights and other assets comprising the fund’s portfolio.

VIII – at least quarterly, arrange for the update of the risk classification of the fund or of the credit rights and other assets comprising the fund’s portfolio;

Item VIII with wording given by CVM Instruction No. 531, of February 6, 2013.

IX – in the case provided for in item “b”, item V of art. 24, possess adequate and written rules and procedures that allow it to verify the compliance by the responsible institution of the obligation to validate the credit rights in relation to the assignment conditions established in the fund’s regulations; and

X – provide information regarding the acquired credit rights to the Credit Information System of the Central Bank of Brazil (SCR), in accordance with the specific regulation.

Items IX and X included by CVM Instruction No. 531, of February 6, 2013.

Sole Paragraph. The disclosure of the information provided for in item IV of this article may be provided through entities of the class of institutions of the National Financial System, provided that it is carried out in periodicals of wide circulation, observing the responsibility of the administrator designated under art. 8 of this Instruction for the regularity in the provision of this information.

§ 1º The disclosure of the information provided for in item IV of this article may be provided through entities of the class of institutions of the National Financial System, provided that it is carried out in periodicals of wide circulation, observing the responsibility of the administrator designated under art. 8 of this Instruction for the regularity in the provision of this information.

Original sole paragraph renumbered to § 1 by CVM Instruction No. 531, of February 6, 2013.

§ 2º The rules and procedures provided for in item IX must:

I – be included in the fund’s offering prospectus, if any;

II – be made available and kept updated on the fund administrator’s page on the worldwide computer network, together with the other information referred to in art. 53-A.

§ 2 included by CVM Instruction No. 531, of February 6, 2013.

Art. 35. It is prohibited for the administering institution:

I – provide surety, guarantee, acceptance, or co-obligate itself in any other form in the operations practiced by the fund, including when it concerns guarantees provided for operations carried out in derivatives markets;

II – use assets of its own issuance or co-obligation as collateral for the operations practiced by the fund;

III – make resource contributions to the fund, directly or indirectly, for any purpose, except for the case of acquiring shares of this fund.

§ 1º The prohibitions referred to in items I to III of this article cover the own resources of the natural persons and legal entities controlling the administering institution, of the societies directly or indirectly controlled by them, and of affiliated or other societies under common control, as well as the assets comprising their respective portfolios and those of issuance or co-obligation of these.

§ 2º Excluded from the provision of the preceding paragraph are titles issued by the National Treasury, titles issued by the Central Bank of Brazil, and securitized credits by the National Treasury, in addition to state public titles, comprising the fund’s portfolio.

Art. 36. It is prohibited for the administering institution, in the name of the fund:

I – provide surety, guarantee, acceptance, or co-obligate itself in any other form, except when it concerns guarantee margins in operations carried out in derivatives markets;

II – carry out operations and trade with financial assets or investment modalities not provided for in this regulation;

III – apply resources directly abroad;

IV – acquire shares of its own fund;

V – pay or reimburse itself for fines imposed due to non-compliance with norms provided for in this regulation;

VI – sell fund shares on installment;

VII – sell fund shares to financial institutions and leasing companies that are assignors of credit rights, except when it concerns shares whose class is subordinate to the others for redemption purposes;

VIII – promise predetermined returns to condominium unit holders;

IX – make, in its advertising or in other documents presented to investors, promises of withdrawals or returns, based on its own performance, on the performance of others, or on financial assets or investment modalities available within the financial market;

X – delegate management powers of this portfolio, except as provided in art. 39, item II, of this Instruction;

XI – obtain or grant loans, admitting the constitution of credits and the assumption of responsibility for debts resulting from operations carried out in derivatives markets;

XII – lease, lend, pledge, or mortgage the rights and other assets comprising the fund’s portfolio, except when it concerns their use as guarantee margins in operations carried out in derivatives markets.

On the Substitution of the Administrator

Art. 37. The administering institution, by means of a notice disclosed in the periodical used for the disclosure of the fund’s information or by means of a letter with acknowledgment of receipt addressed to each condominium unit holder, may resign from the administration of the fund, provided that it convenes, in the same act, a general assembly to decide on its substitution or on the liquidation of the fund, in accordance with this Instruction.

Sole Paragraph. In the cases of substitution of the administering institution and liquidation of the fund, the norms in force regarding civil or criminal liability of administrators, directors, and managers of financial institutions apply, as appropriate, regardless of those governing the civil liability of the administering institution itself.

ON THE CUSTODIAN

Art. 38. The custodian is responsible for the following activities:

I – receive and analyze the documentation that evidences the backing of the credit rights represented by financial, commercial, and service operations;

II – validate the credit rights in relation to the eligibility criteria established in the fund’s regulations;

III – carry out the physical and financial settlement of the credit rights, evidenced by the instrument of assignment of rights and documents corroborating the operation;

IV – carry out the custody, administration, collection, and/or keeping of documentation relating to the credit rights and other assets comprising the fund’s portfolio;

Item IV with wording given by CVM Instruction No. 393, of July 22, 2003.

V – issue maturity notices to the debtors, evidencing the assignment of credit rights to the fund;

VI – ensure that the documentation of the credit rights is maintained, at its own expense, updated and in perfect order, with a pre-established methodology and free access for independent audit, risk rating agency contracted by the fund, and regulatory bodies; and

V – ensure that the documentation of the credit rights is maintained, at its own expense, updated and in perfect order, with a pre-established methodology and free access for independent audit, risk rating agency contracted by the fund, and regulatory bodies; and

Original item VI renumbered to item V by CVM Instruction No. 393, of July 22, 2003.

VI – collect and receive, on behalf and in the name of its clients, payments, redemption of titles, or any other income relating to the custodied titles, depositing the received values in the deposit accounts of the same.

Original item VII renumbered to item VI by CVM Instruction No. 393, of July 22, 2003.

VII – collect and receive, on behalf and in the name of its clients, payments, redemption of titles, or any other income relating to the custodied titles, depositing the received values in the deposit accounts of the same.

§ 1º In funds where there is a significant quantity of assigned credits and expressive diversification of debtors, the custodian may carry out the verification of the backing of the credit rights referred to in item I by sampling, provided that such faculty is provided for in the fund’s regulations.

Art. 38. The custodian is responsible for the following activities:

I – validate the credit rights in relation to the eligibility criteria established in the regulation;

II – receive and verify the documentation that evidences the backing of the credit rights represented by financial, commercial, and service operations;

III – during the functioning of the fund, at a quarterly frequency, verify the documentation that evidences the backing of the credit rights represented by financial, commercial, and service operations;

IV – carry out the physical and financial settlement of the credit rights, evidenced by the instrument of assignment of rights and documents corroborating the operation;

V – carry out the custody and keeping of the documentation relating to the credit rights and other assets comprising the fund’s portfolio;

VI – ensure that the documentation of the credit rights is maintained, at its own expense, updated and in perfect order, with a pre-established methodology and free access for independent audit, credit risk rating agency contracted by the fund, and regulatory bodies; and

VII – collect and receive, in the name of the fund, payments, redemption of titles, or any other income relating to the custodied titles, depositing the received values directly into:

a) an account in the name of the fund; or

b) a special account instituted by the parties at financial institutions, under contract, destined to receive deposits to be made by the debtor and kept in custody there, for release after the fulfillment of specified requirements verified by the custodian (escrow account).

Caput and Items I to VII with wording given by CVM Instruction No. 531, of February 6, 2013.

§ 1º In funds where there is a significant quantity of assigned credits and expressive diversification of debtors, the custodian may carry out the verification of the backing of the credit rights referred to in items II and III by sampling, provided that such faculty is provided for in the fund’s regulations, observing the provision of § 13.

§ 1 with wording given by CVM Instruction No. 531, of February 6, 2013.

§ 2º In the case referred to in § 1, the parameters of quantity of assigned credits and of diversification of debtors that will entail the verification of backing by sampling must be explicit in the fund’s regulation and prospectus.

§ 3º In the cases described in § 1, if the low average value of the credit rights does not justify the carrying out of verification by sampling referred to therein, the fund’s regulation may exempt the custodian from such responsibility.

§ 4º In funds where the custodian uses the faculty provided for in § 1, the reports of the risk rating agencies must necessarily analyze the adequacy of the procedures related to the verification of backing by sampling and its impact on the classification granted.

§ 4 revoked by CVM Instruction No. 458, of August 16, 2007.

§ 5º In funds where the custodian uses the faculty provided for in § 3:

I – automatic registration as referred to in § 1 of art. 8 will not be granted, and the analysis periods provided for in arts. 8 to 10 of CVM Instruction No. 400/03 must be observed; and

II – the reports of the risk rating agencies must, necessarily, analyze the impact of the absence of backing verification by the custodian on the classification granted.

§§ 1 to 5 included by CVM Instruction No. 442, of December 8, 2006.

§ 5º In funds where the custodian uses the faculty provided for in § 3, automatic registration as referred to in § 1 of art. 8 will not be granted, and the analysis periods provided for in arts. 8 to 10 of CVM Instruction No. 400/03 must be observed.

§ 5 with wording given by CVM Instruction No. 458, of August 16, 2007.

§ 6º Custodians may only hire service providers for the verification of backing of the credit rights referred to in items II and III and for the keeping of the documentation referred to in items V and VI, without prejudice to their responsibility.

§ 7º The service providers contracted under § 6 may not be:

I – originator;

II – assignor;

III – specialized consultant; or

IV – manager.

§ 8º The restriction mentioned in § 7 also applies to related parties, as defined by the accounting rules dealing with this subject, to the participants listed in items I to IV thereof.

§ 9º In the cases of hiring provided for in § 6, the fund’s custodian must possess adequate and written rules and procedures that allow it to:

I – allow effective control by the custodian over the movement of documentation relating to the credit rights and other assets comprising the fund’s portfolio under the keeping of the contracted service provider; and

II – ensure compliance by the contracted service provider with the provision:

a) in items II and III of the caput, regarding the verification of backing of the credit rights; and

b) in items V and VI of the caput, regarding the keeping of the documentation.

§ 10. The rules and procedures provided for in § 9 must:

I – be included in the fund’s offering prospectus, if any;

II – be included in the service provision contract;

III – be made available and kept updated on the fund administrator’s page on the worldwide computer network, together with the other information referred to in art. 53-A;

§ 11. For the purposes of the provision of this article, documentation of the credit rights is considered that:

I – originally issued on analog support;

II – issued from characters created in a computer or equivalent technical medium and containing the signature of the issuer that uses a certificate admitted by the parties as valid;

III – digitized and certified in accordance with the terms contained in law and specific regulation.

§ 12. The periods for the validation referred to in item I of the caput and for the receipt and verification referred to in item II of the caput must:

I – be defined in the fund’s regulation;

II – be compatible with the nature and characteristics of the credit rights; and

III – be as close as possible to the entry of the credit right into the fund.

§ 13. The verification referred to in item III of the caput must contemplate:

I – the credit rights comprising the fund’s portfolio; and

II – the defaulted credits and the substituted ones in the said quarter, for which the provision of §§ 1 and 3 of art. 38 does not apply.

§ 14. The custodian that receives and verifies the documentation that evidences the backing of the credit rights in an individualized and integral manner, in accordance with the provision of § 12, is exempted from the obligation of verification of the backing of the credit rights, referred to in item I of § 13, provided that such exemption is provided for in the fund’s regulation.

§§ 6 to 14 included by CVM Instruction No. 531, of February 6, 2013.

ON THE HIRING OF SERVICES

Art. 39. The administering institution may, without prejudice to its responsibility and that of the designated director or managing partner, by resolution of the general assembly of condominium unit holders or since it is provided for in the fund’s regulations, hire services of:

I – specialized consultancy, aiming at the analysis and selection of credit rights and other assets to comprise the fund’s portfolio;

II – management of the fund’s portfolio with third parties duly identified, in accordance with Annex II of this Instruction;

III – custody.

§ 1º The management powers referred to in item II of this article may only be delegated to legal entities domiciled or headquartered in the Country, members or not of the National Financial System.

§ 2º If the fund administrator is not accredited by the CVM to provide the custody service, it must hire an institution accredited for this activity.

§ 2º It is prohibited for the administrator to provide custody services for the fund, and an institution accredited by the CVM to provide this service that does not integrate the same economic group as the administrator must be hired.

§ 2 with wording given by CVM Instruction No. 442, of December 8, 2006.

§ 2º If the fund administrator is not accredited by the CVM to provide the custody service, it must hire an institution accredited for this activity.

§ 2 with wording given by CVM Instruction No. 446, of December 19, 2006.

§ 3º Any registration change relating to the portfolio manager must be communicated to the CVM, within 15 (fifteen) days, counted from its occurrence.

§ 3 revoked by CVM Instruction No. 510, of December 5, 2011.

I – specialized consultancy, aiming to provide support and subsidize the administrator and, if applicable, the manager, in their activities of analysis and selection of credit rights to comprise the fund’s portfolio;

II – management of the fund’s portfolio with third parties authorized by the CVM in accordance with the provision of the regulation applicable to portfolio administrators of securities;

III – custody; and

IV – collection agent, to collect and receive, in the name of the fund, defaulted credit rights, observing the provision of item VII of art. 38.

§ 1º If the administrator accumulates the functions of management and custody of the FIDC, it must maintain total segregation of such activities in accordance with the regulation applicable to portfolio administrators of securities.

§ 2º It is prohibited for the administrator, manager, custodian, and specialized consultant or related parties, as defined by the accounting rules dealing with this subject, to assign or originate, directly or indirectly, credit rights to the funds in which they act.

§ 3º The specialized consultant and the assignor may exercise the activities of:

a) collection agent referred to in item IV of the caput; and

b) validation of the assignment conditions referred to in item “b” of item VII of § 1 of art. 24.

§ 4º In the cases of hiring provided for in the caput, the fund’s administering institution must possess adequate and written rules and procedures that allow it to ensure compliance by the contracted service provider with its obligations.

§ 5º The rules and procedures provided for in § 4 must:

I – be included in the fund’s offering prospectus, if any;

II – be included in the service provision contract; and

III – be made available and kept updated on the fund administrator’s page on the worldwide computer network, together with the other information referred to in art. 53-A.

Art. 39 with wording given by CVM Instruction No. 531, of February 6, 2013.

ON THE PORTFOLIOS

On the FIDC Portfolio

Art. 40. The FIDC must maintain, after 90 (ninety) days from the start of the fund’s activities, at least 50% of its net asset value, in credit rights.

Art. 40. After 90 (ninety) days from the start of its activities, the fund must have 50% (fifty percent), at minimum, of its net asset value represented by credit rights, the CVM being able, at its

exclusively criterion, extend this deadline by an equal period, provided that the administrator presents reasons justifying the extension.

"Caput" with wording given by CVM Instruction No. 393, of July 22, 2003.

§1o

Observed the provisions of the caput of this article, the FIDC may apply the remainder of its net equity in titles issued by the National Treasury, titles issued by the Central Bank of Brazil, securitized credits by the National Treasury, titles issued by states and municipalities, certificates and bank deposit receipts, and other titles, securities and fixed income financial assets, except for shares of the Social Development Fund (FDS).

§2o

It is optional for the fund, furthermore:

I – to carry out committed operations;

II – to carry out operations in derivative markets, provided that with the objective of protecting positions held spot, up to the limit of these.

§3o

For the purpose of the provision of item II of the previous paragraph:

I – the operations can be carried out both in markets administered by commodities and futures exchanges, as well as in the over-the-counter market, in this case provided that duly registered in registration and financial liquidation systems of assets authorized by the Central Bank of Brazil;

II – must be considered, for the purpose of calculating the net equity of the fund, the expenditures actually incurred as a title of provision of cash margin guarantees, daily adjustments, premiums and operational costs, resulting from the maintenance of positions in organized derivative markets, including the net values of the operations.

§4o

The credit rights and other assets comprising the fund's portfolio must be custodied, as well as registered and/or maintained in a deposit account directly in the name of the fund, in specific accounts opened in the Special Liquidation and Custody System - Selic, in registration and financial liquidation systems of assets authorized by the Central Bank of Brazil or in institutions or entities authorized to provide these services by the said Autarchy or by the CVM.

§5o

Excluded from the provision of the previous paragraph are the fund's applications in shares of financial investment funds and of funds of application in shares of investment funds.

§6o

The application of fund resources in unregistered credit rights will be admitted, in the terms of § 4o of this article, for a period of 180 days counted from the date of entry into force of this Instruction.

§7o

The realization of fund applications in fixed income securities is conditioned on CVM authorization for the administrative institution or the legal entity to which the management powers referred to in art. 39, item II, of this Instruction are delegated to exercise the activity referred to in art. 23 of Law 6.385, of December 7, 1976.

§7o revoked by CVM Instruction No. 531, of February 6, 2013.

§8o

The fund's applications in warrants and in commercial contracts for the purchase and sale of products, goods and/or services for delivery or future provision, as well as in titles or certificates representing these contracts must, without prejudice to compliance with the provisions of CMN Resolution No. 2.801, of December 7, 2000, and the provision of § 4o of this article, count with guarantee of a financial institution or insurance company, observed, in the latter case, specific regulation of the Private Insurance Superintendence - SUSEP.

§8o

§8o with wording given by CVM Instruction No. 393, of July 22, 2003.

§9o

Regarding the credit rights and other assets comprising the fund's portfolio:

I – the total issuance and/or co-obligation of the same legal entity, of its controller, of societies directly or indirectly controlled by it and of affiliated or other societies under common control, as well as of the same state, municipality, investment fund or natural person cannot exceed 10% (ten percent) of the fund's net equity;

II – the total issuance and/or co-obligation of the same financial institution, of its controller, of societies directly or indirectly controlled by it and of affiliated or other societies under common control can exceed the percentage referred to in item I, observed the maximum of 20% (twenty percent) of the fund's net equity.

§10. Extrapolation of the limits referred to in the previous paragraph is admitted, provided that this possibility is provided for in the fund's regulations, in the part pertinent to the investment policy, and that such provision appears in highlight in the prospectus provided for in art. 23 of this Instruction.

§11. The percentages referred to in this article must be complied with daily, based on the fund's net equity of the previous business day.

§§ 9o, 10 and 11 revoked by CVM Instruction No. 446, of December 19, 2006.

Art. 40-A. The fund may acquire credit rights and other assets from the same debtor, or of co-obligation of the same person or entity, up to the limit of 20% (twenty percent) of its net equity.

Art. 40-A. The fund may acquire credit rights, observed the prohibition referred to in § 2o of art. 39, and other assets from the same debtor, or of co-obligation of the same person or entity, up to the limit of 20% (twenty percent) of its net equity.

Caput with wording given by CVM Instruction No. 531, of February 6, 2013.

§1o The percentage referred to in the caput may be raised when the debtor or co-obligor:

I – has registration of an open company;

II – is a financial institution or equivalent, authorized to function by the Central Bank of Brazil;

III – is a business society that has its financial statements relating to the social exercise immediately prior to the date of constitution of the fund prepared in accordance with the provision of Law No. 6.404, of December 15, 1976, and the regulation issued by the CVM, and audited by an independent auditor registered at the CVM, except for the provision of §3o of this article.

§2o In the case of item III of §1o, the financial statements of the debtor or co-obligor, and the respective opinion of the independent auditor, must be archived at the CVM by the administrative institution, and must be updated annually:

I – until the date of closure of the fund; or

II – until the exercise in which the credit rights of responsibility of the debtor or co-obligor cease to represent more than 20% (twenty percent) of the credit rights that integrate the fund's equity.

§3o The archiving at the CVM of the financial statements and the opinion of the independent auditor referred to in item III of §1o must take place within a maximum period of up to 3 (three) months after the closure of the social exercise, or on the same day of its placement at the disposal of the partners, if this occurs on an earlier date.

§4o Regarding the business societies responsible for more than 20% (twenty percent) of the rights of the credit rights that integrate the fund's equity, the archiving at the CVM and the preparation of financial statements in the manner provided for in Item III of §1o of this article will be dispensed with, provided that the fund's shares:

I – are the object of a public distribution offer that has as the exclusive recipient audience societies belonging to the same economic group, and their respective administrators and controlling shareholders, with the negotiation of the shares in the secondary market being prohibited; or

II – have a unit value equal to or greater than R$ 1,000,000.00 (one million Reais), and are the object of a public offer intended for subscription by no more than 20 (twenty) investors.

§ 1o The percentage referred to in the caput may be raised when:

I – the debtor or co-obligor:

a) has registration of an open company;

b) is a financial institution or equivalent, authorized to function by the Central Bank of Brazil; or

c) is a business society that has its financial statements relating to the social exercise immediately prior to the date of constitution of the fund prepared in accordance with the provision of Law No. 6.404, of December 15, 1976, and the regulation issued by the CVM, and audited by an independent auditor registered at the CVM, except for the provision of §3o of this article; and

II - it is about applications in:

a) federal public titles;

b) committed operations backed by federal public titles; and

c) shares of funds that have as an investment policy the exclusive allocation in the titles referred to in letters "a" and "b".

§ 2o In the case of letter "c" of item I of §1o, the financial statements of the debtor or co-obligor, and the respective opinion of the independent auditor, must be archived at the CVM by the administrative institution, and must be updated annually:

I – until the date of closure of the fund; or

§ 3o The archiving at the CVM of the financial statements and the opinion of the independent auditor referred to in letter "c" of item I of §1o must take place within a maximum period of up to 3 (three) months after the closure of the social exercise, or on the same day of its placement at the disposal of the partners, if this occurs on an earlier date.

§ 4o Regarding the business societies responsible for more than 20% (twenty percent) of the rights of the credit rights that integrate the fund's equity, the archiving at the CVM and the preparation of financial statements in the manner provided for in letter "c" of item I of §1o of this article will be dispensed with, provided that the fund's shares:

II – have a unit value equal to or greater than R$ 1,000,000.00 (one million Reais), and are the object of a public offer intended for subscription by no more than 20 (twenty) investors.

II – are the object of a public offer intended for subscription by no more than 50 (fifty) professional investors, and must be negotiated in the secondary market exclusively among professional investors.

Item II with wording given by CVM Instruction No. 554, of December 17, 2014.
§ 1o to §4o with wording given by CVM Instruction No. 531, of February 6, 2013.

§5o In the case referred to in item II of §4o of this article, the subscribed shares may only be negotiated by the holder before completing 18 (eighteen) months of the closure of the distribution, if the negotiation takes place among the holders of the shares, or if the holder alienates all the subscribed shares to a single investor.

§6o It is incumbent on the intermediary institution to ensure compliance with the provisions of §§ 4o and 5o of this article in the negotiations of shares in the secondary market.

§7o For the purpose of the provision of this article, the controlling shareholder, the societies directly or indirectly controlled by them, their affiliates and societies under common control are equated to the debtor or co-obligor.

§8o The percentages referred to in this article must be complied with daily, based on the fund's net equity of the previous business day.

§8o included by CVM Instruction No. 446, of December 19, 2006.

§ 9o The hypotheses of raising the limit of 20% (twenty percent) for application in other assets of the same debtor referred to in item I of § 1o are not applicable to assets issued or co-obligated by the administrator and the manager or parties related to them, as defined by the accounting rules that deal with this subject, for which the limit must be observed.

§9o included by CVM Instruction No. 531, of February 6, 2013.
Article 40-A included by CVM Instruction No. 442, of December 08, 2006.

Art. 40-B. The provisions established in art. 40-A, applicable to credit rights due to their debtors and co-obligors, will also be observed regarding the originators of the credit rights referred to in §8o of art. 40 of this Instruction, when they do not have the guarantee of a financial institution or insurance company.

Article 40-B included by CVM Instruction No. 442, of December 08, 2006.

Of the Portfolio of the FICFIDC

Art. 41. The institutions referred to in art. 32 of this instruction may constitute and administer an investment fund whose resources must be destined to the acquisition of shares of investment funds in credit rights, observed the minimum proportionality of 95% (ninety-five percent) of the respective net equity.

Sole paragraph. The constitution and operation of the fund referred to in this article, designated as investment fund in shares of investment funds in credit rights, are subject, insofar as applicable, to the norms established in this regulation, observed the following:

I – the portion corresponding to the 5% (five percent) remainder of its net equity can be applied in:

a) titles issued by the National Treasury, titles issued by the Central Bank of Brazil and credits securitized by the National Treasury;

b) fixed income titles issued or accepted by financial institutions;

c) committed operations;

II – its applications in shares of the same fund cannot exceed 25% (twenty-five percent) of its net equity, extrapolation of the said limit being admitted, provided that it is provided for in the respective regulations, in the part pertinent to the description of the investment policy;

III – the information provided for in art. 45 of this instruction, regarding the fund, is restricted to the values of the net equity and the share, based on the last business day of the month to which they refer, in addition to the total values of the raises and redemptions accumulated in the month, and must be provided to the CVM, in the manner that will be established by it, until the third business day after the closure of each month.

OF THE FINANCIAL STATEMENTS

Art. 42. The fund must have its own accounting bookkeeping.

Art. 43. The social exercise of the fund has a duration of one year and the date of closure must be fixed in the respective regulations.

Art. 44. The fund's annual financial statements will be subject to the accounting norms issued by the CVM and will be audited by an independent auditor registered at the CVM.

Sole paragraph. While the CVM does not issue the norms referred to in the caput, the provisions of the Accounting Plan of the Institutions of the National Financial System - COSIF, issued by the Central Bank of Brazil, apply to the fund.

OF THE REPORTING TO THE CVM

Art. 45. The administrative institution must provide to the CVM, monthly, until the 3rd business day after the closure of the previous month, based on the last business day of that month, the following information regarding the fund:

I – balance of applications;

II – value of the net equity;

III – value of the share and quantity in circulation;

IV – total values of the raises and redemptions in the month, considering the values actually entered and withdrawn;

V – the behavior of the credit rights portfolio, including, inclusive, data on the expected and realized performance;

VI – positions held in derivative markets.

§1o In the event that the fund's regulations provide for the existence of more than one class of shares, as admitted in the terms of art. 12 of this Instruction, the information provided for in items III and IV of this article must be provided in relation to each class of shares.

§1o In the event that the fund's regulations provide for the existence of more than one class or series of shares, as admitted in the terms of art. 12 of this Instruction, the information provided for in items III and IV of this article must be provided in relation to each class and series of shares.

§1o with wording given by CVM Instruction No. 393, of July 22, 2003.

§2o The CVM will specify the form and conditions for providing the information provided for in items I to VI of this article, and may, inclusive, request new information from the funds.

§3o Any corrections in the information provided for in this article must be communicated to the CVM until the first subsequent business day after the date of the respective occurrence.

Art. 45. The administrative institution must send a monthly report to the CVM, through the Document Sending System available on the Commission's page on the worldwide computer network, according to the model available on the said page, observing the deadline of 15 (fifteen) days after the closure of each month of the civil calendar, based on the last business day of that month, the following information:

I – balance of applications;

II – value of the net equity;

III – profitability calculated in the period;

IV – value of the shares and quantities in circulation;

V – behavior of the credit rights portfolio, including, inclusive, data and comments on the expected and realized performance;

VI – positions held in derivative markets; and

VII – number of unitholders.

Sole paragraph. Any corrections in the information provided for in this article must be communicated to the CVM until the first subsequent business day after the date of the respective occurrence.

Article with wording given by CVM Instruction No. 435, of July 5, 2006.

Art. 45. The administrative institution must send a monthly report to the CVM, through the Document Sending System available on the Commission's page on the worldwide computer network, according to the model and content available on the said page, observing the deadline of 15 (fifteen) days after the closure of each month of the civil calendar, based on the last business day of that month.

Sole paragraph. Any corrections in the information provided for in this article must be communicated to the CVM until the first subsequent business day after the date of the respective occurrence.

Article with wording given by CVM Instruction No. 489, of January 14, 2011.

OF PUBLICITY AND REMITTAL OF DOCUMENTS

Art. 46. The administrative institution is obliged to disclose, widely and immediately, any act or relevant fact regarding the fund, in order to guarantee all co-owners access to the information that may, directly or indirectly, influence their decisions regarding their respective stay in the same, if applicable.

§1o Without prejudice to other occurrences regarding the fund, a relevant fact is considered to be the alteration of the risk classification of the fund or of the credit rights and other assets comprising the respective portfolio.

§1o Without prejudice to other occurrences regarding the fund, a relevant fact is considered to be the alteration of the risk classification of the classes or series of shares, as well as, when applicable, of the other assets comprising the respective portfolio.

§1o with wording given by CVM Instruction No. 393, of July 22, 2003.

§1o Without prejudice to other occurrences regarding the fund, examples of relevant facts are the following:

I – the alteration of the risk classification of the classes or series of shares, as well as, when applicable, of the other assets comprising the respective portfolio;

II – the change or substitution of third parties contracted to provide custody, specialized consulting or portfolio management services for the fund (art. 39);

II – the change or substitution of third parties contracted to provide custody, specialized consulting, portfolio management, or collection agent services referred to in art. 39;

Item II with wording given by CVM Instruction No. 531, of February 6, 2013.

III – the occurrence of subsequent events that have affected or may affect the criteria for composition and the diversification limits of the fund's portfolio, as well as the behavior of the credit rights portfolio, with regard to the payment history;

IV – the occurrence of delays in the distribution of earnings to the fund's unitholders.

§1o with wording given by CVM Instruction No. 442, of December 08, 2006.

§2o The disclosure of the information provided for in this article must be made through publication in the periodical used for the disclosure of fund information and kept available for the co-owners at the headquarters and branches of the administrative institution and at the institutions that place shares of the fund.

§3o The administrative institution must make the publications provided for in this instruction always in the same periodical and any change must be preceded by notice to the co-owners.

Art. 47. The administrative institution must, within a maximum period of ten days after the closure of each month, make available to the co-owners, at its headquarters and premises, information on:

I – the number of shares owned by each one and the respective value;

II – the profitability of the fund, based on the data relating to the last day of the month;

III – the behavior of the credit rights portfolio and other assets of the fund, including, inclusive, data on the expected and realized performance.

Art. 48. The administrative institution must make the fund's financial statements available to any interested party who requests them, observing the following maximum deadlines:

I – of twenty days after the closure of the period to which they refer, in the case of monthly financial statements;

II – of sixty days after the closure of each social exercise, in the case of annual financial statements.

Sole paragraph. The administrator must send to the CVM, through the Document Sending System available on the CVM's page on the worldwide computer network, the information provided for in items I and II, according to the models available on the said page, observing the same deadlines.

Sole paragraph with wording given by CVM Instruction No. 435, of July 5, 2006.

Art. 48. The administrative institution must send to the CVM, through the Document Sending System available on the CVM's page on the worldwide computer network, within up to 90 (ninety) days after the closure of the social exercise to which they refer, the annual financial statements of the Fund.

Article with wording given by CVM Instruction No. 489, of January 14, 2011.

Art. 49. The information provided or any fund disclosure material must not be in conflict with the fund's regulations and prospectus filed with the CVM.
Sole paragraph. If the advertising text contains inaccuracies or improprieties that may induce investors to make evaluation errors, the CVM may require that corrections and clarifications be disseminated with equal prominence through the same medium used to disseminate the original advertising text, expressly stating that the information is being republished by CVM order.

Art. 50. Any information, disseminated by any means, in which reference is made to the fund's profitability, must necessarily:
I – mention the date of the start of its operation; II – refer to, at minimum, a period of 1 (one) calendar month, with the dissemination of profitability calculated in periods shorter than this being prohibited; III – cover, at minimum, the last three years or the period since its constitution, if more recent; IV – be accompanied by the value of the arithmetic mean of its net asset value calculated on the last business day of each month, over the last three years or since its constitution, if more recent. V – present, in all disclosure material, the grade conferred by the risk rating agency to the fund, as well as the indication of how to obtain more information about the assessment performed.

Art. 51. In the case of comparative disclosure of the fund against other funds, the dates, periods, source of information used, criteria adopted, and everything else relevant for adequate assessment must be informed in the same material.

Art. 52. Any disclosure of profitability must inform, when applicable, the incidence of exit or performance fees that reduce the value of the share or the number of shares upon redemption, clarifying their value and method of calculation.

Art. 53. Whenever the disclosure material presents information regarding profitability occurred in previous periods, a warning must be included, with prominence, stating that:
I – profitability obtained in the past does not guarantee future results; and II – investments in funds are not guaranteed by the administrator or by the Credit Guarantee Fund – FGC.

Art. 53-A. The administrator must simultaneously send to the CVM copies of any communications regarding the fund disseminated to shareholders or third parties.

Article 53-A added by CVM Instruction No. 435, of July 5, 2006.

Art. 53-A The administrator must disclose, on its website on the worldwide computer network, any information regarding the fund disseminated to shareholders or third parties.
Sole paragraph. The provisions of the caput do not apply to information disseminated to:
I – service providers of the fund, provided that such information is necessary for the execution of their activities; and II – regulatory and self-regulatory bodies, when such information aims to meet legal, regulatory, or statutory requests.

Article with wording given by CVM Instruction No. 484, of July 21, 2010.

GENERAL RULES

Art. 54. The status of shareholder is characterized by the opening of a deposit account in the name of the shareholder.

Art. 55. It is indispensable, upon the entry of the shareholder into the fund, their adherence to the terms of the respective regulations, with the administering institution bearing the responsibilities of defining the form and ensuring such adherence is effected. Art. 55. It is indispensable, upon the entry of the shareholder into the open fund or the subscription of shares of closed funds, their adherence to the terms of the respective regulations, with the administering institution bearing the responsibilities of defining the form and ensuring such adherence is effected.

Article with wording given by CVM Instruction No. 393, of July 22, 2003.
Article revoked by CVM Instruction No. 442, of December 8, 2006.

Art. 56. The expenses of the fund, in addition to the administration fee and the performance or performance fee provided in the respective regulations, include:
I – taxes, federal, state, municipal, or autonomous contributions, that fall or may fall upon the assets, rights, and obligations of the fund; II – expenses with printing, mailing, and publication of reports, forms, and periodic information, provided for in the fund's regulations or pertinent regulation; III – expenses with correspondence of interest to the fund, including communications to shareholders; IV – fees and expenses of the auditor in charge of reviewing the financial statements and accounts of the fund and analyzing its situation and the performance of the administering institution; V – emoluments and commissions paid on the fund's operations; VI – attorney fees, court costs, and related expenses made in defense of the fund's interests, in court or out of court, including the value of the condemnation, if the fund is found liable; VII – any expenses inherent to the constitution or liquidation of the fund or to the holding of a general meeting of shareholders; VIII – custody fees for the fund's assets; IX – in the case of a closed fund, the annual contribution due to stock exchanges or to the organized over-the-counter market entity in which the fund's shares are admitted to trading; and X – expenses with the hiring of a risk rating agency.

XI – expenses with the professional specifically hired to safeguard the interests of the shareholders, in accordance with item I of art. 31.

Item XI added by CVM Instruction No. 393, of July 22, 2003.
XI – expenses with the professional specifically hired to safeguard the interests of the shareholders, in accordance with item I of art. 31; and
Item XI with wording given by CVM Instruction No. 531, of February 6, 2013.
XII – expenses with the hiring of a collection agent as provided for in item IV of art. 39.
Item XII included by CVM Instruction No. 531, of February 6, 2013.

§1 Any expenses not provided for in this article as fund expenses must be borne by the administering institution.

§2 The administrator may establish that portions of the administration fee be paid directly by the fund to contracted service providers, provided that the sum of these portions does not exceed the total amount of the administration fee fixed in the fund's regulations.

Art. 57. Within a maximum period of 10 (ten) days from their occurrence, the documents corresponding to the following acts regarding the fund must be filed with the CVM by the administering institution:
I – amendment of regulations;
II – replacement of the administering institution; III – incorporation; IV – merger; V – spin-off; VI – liquidation.

Art. 57-A. In the event of fund liquidation, the independent auditor must issue an opinion on the statement of net asset movement, covering the period between the date of the last audited financial statements and the date of the effective liquidation of the fund, commenting on the movements that occurred during the period. Sole paragraph. After the distribution of assets, the fund administrator must promote the cancellation of the fund's registration, by forwarding to the CVM, within a period of 15 (fifteen) days, the following documentation:
I – the closing term signed by the administrator in case of full payment to shareholders, or the minutes of the general meeting that deliberated the liquidation of the fund, when applicable; II – the statement of net asset movement of the fund referred to in the caput of this article, accompanied by the opinion of the independent auditor; and III – the proof of entry of the request for deregistration in the CNPJ.

Article 57-A included by CVM Instruction No. 442, of December 8, 2006.

Art. 57-A. In the cases of incorporation, merger, spin-off, closure of activities, or transfer of the administering institution, the independent auditor must issue an opinion on the financial statements of the funds involved on the respective base dates of the event. Sole paragraph. After the distribution of assets, the fund administrator must promote the cancellation of the fund's registration, by forwarding to the CVM, within a period of 15 (fifteen) days, the following documentation:
I – the closing term signed by the administrator, in case of full payment to shareholders, or the minutes of the general meeting that deliberated the liquidation of the fund, when applicable; II – the financial statements of the fund referred to in the caput of this article, accompanied by the opinion of the independent auditor; and III – the proof of entry of the request for deregistration in the CNPJ

Article with wording given by CVM Instruction No. 489, of January 14, 2011.

Art. 58. In the event of non-compliance with the rules established in this instruction, the CVM may determine the convening of a general meeting of shareholders to decide on one of the following alternatives:
I – transfer of the fund's administration to another institution; II – liquidation of the fund.

Art. 59. Without prejudice to the responsibilities of the administering institution and the designated director or managing partner, advisory councils may be constituted, at the initiative of the shareholders or the administering institution itself, provided that said bodies cannot be remunerated at the expense of the fund.

Art. 60. For the purposes of this instruction, electronic mail is considered a valid form of correspondence in communications between the administering institution and the shareholders.

Art. 60-A. The CVM may authorize specific procedures and dispense with the compliance of provisions of this Instruction by FIDCs related to social credit or to micro, small, and medium-sized enterprises.

Article added by CVM Instruction No. 393, of July 22, 2003.

PENALTIES

Art. 61. It is considered a grave offense, for the purposes of the provisions of art. 11, § 3, of Law No. 6.385/76, the violation of the rules contained in arts. 8, items V and VI, 13, 32, 34 to 36, 38, 42, 49, and 56, § 1 of this instruction.

Art. 61 It is considered a grave offense, for the purposes of the provisions of art. 11, § 3, of Law No. 6.385, of 1976, the violation of the rules contained in arts. 8, items V and VI, 13, 34 to 36, 38, 49, and 56, § 1 of this Instruction.

Article with wording given by CVM Instruction No. 484, of July 21, 2010.

Art. 62. Non-compliance with the provisions of arts. 6, 8, 10, 11, 13, 14, 17, 23, 30, 32, 34 to 36, 38, 40 to 42, 44 to 53, 55, 56, § 1 and 2, and 59 of this instruction constitutes a hypothesis of objective nature offense, subject to a summary administrative process.

Article 62 revoked by CVM Instruction No. 545, of January 29, 2014.

Art. 63. Without prejudice to the provisions of art. 11 of Law No. 6.385/76, the administrator will pay a daily fine, in the amount of R$ 200.00 (two hundred reais), incurred from the first business day subsequent to the end of the period, due to non-compliance with the deadlines provided for in this Instruction.

Art. 63. The administrator is subject to the daily fine provided for in the specific norm that deals with coercive fines due to non-compliance with the deadlines provided for in this Instruction, without prejudice to the provisions of art. 11 of Law No. 6.385, of 1976.

Art. 63 with wording given by CVM Instruction No. 609, of June 25, 2019.

Art. 64. The CVM may hold other directors, employees, and agents of the administrator or fund manager liable, if their responsibility for non-compliance with the provisions of this Instruction is established.

FINAL PROVISION

Art. 65. This Instruction enters into force on the date of its publication in the Official Gazette of the Union.

Signed original by
JOSÉ LUIZ OSORIO DE ALMEIDA FILHO
President

ANNEX I
DECLARATION

We declare, under penalty of the crime of ideological falsity, that the regulations of (include the name of the fund) are in compliance with current legislation.
We also declare that we assume the commitment to follow the rules of CVM Instruction No. 356/01 and adopt the necessary measures to meet the requirements that may be formulated by the CVM.

Administering Institution

ANNEX II
Administrative Registration Form for FIDC/FIC Administrator or FIDC/FIC Portfolio Manager

Corporate Name:______
Trade Name:______

CNPJ:______
Headquarters Address:______

City/State/ZIP Code:______ ______
(DDD) TELEPHONE and FAX:______
5) Mailing Address:

City/State/ZIP Code:______
6) Responsible Director or Managing Partner responsible for the administration of the FIDC/FIC or management of the FIDC/FIC portfolio:
Name:______ CPF:______
Electronic address (e-mail):______

ANNEX II - REVOKED

Annex II revoked by CVM Instruction No. 558, of March 26, 2015.

CVM Instruction No. 356 of December 17, 2001 (Revoked)

Lineage: Superseded

Timeline